10-Q 1 finaltenqsecond.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

FORM 10-Q

 

 

 

 

(MARK ONE)

 

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 1, 2009

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from                   to                      

 

 

 

 

Commission File number 001-09299

 

 

 

 

 

JOY GLOBAL INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Delaware

 

 

39-1566457

(State of Incorporation)

 

 

(I.R.S. Employer

 

 

 

Identification No.)

 

 

 

 

 

100 East Wisconsin Ave, Suite 2780

 

 

Milwaukee, Wisconsin 53202

 

 

(Address of principal executive offices)

 

 

(Zip Code)

 

 

(414) 319-8500

 

 

(Registrant’s Telephone Number, Including Area Code)

 

 

 

 

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or

15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to

such filing requirements for the past 90 days. Yes [ X ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-

accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b -2 of the

Exchange Act. LARGE ACCELERATED FILER [ X ] ACCELERATED FILER o NON-ACCELERATED FILER o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes [ ] No [ X ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,

if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T

during the preceding 12 months (or such shorter period that the registrant was required to submit and post

such files.) Yes o No o

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest

practicable date.

 

Class

 

 

Outstanding at May 28, 2009

Common Stock, $1 par value

 

 

102,234,708

 

 


JOY GLOBAL INC.

 

FORM 10-Q -- INDEX

May 1, 2009

 

PART I. – FINANCIAL INFORMATION

 

 

PAGE No.

 

 

 

 

Item 1 – Financial Statements (unaudited):

 

 

 

 

Condensed Consolidated Statement of Income – Quarter and

 

 

 

Six Months Ended May 1, 2009 and May 2, 2008

 

4

 

 

 

 

 

Condensed Consolidated Balance Sheet – May 1, 2009

 

 

 

and October 31, 2008

 

5

 

 

 

 

 

Condensed Consolidated Statement of Cash Flows –

 

 

 

Six Months Ended May 1, 2009 and May 2, 2008

 

6

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

7 – 29

 

 

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and

 

 

 

 

Results of Operations

 

30 – 40

 

 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

 

 

40

 

 

 

 

Item 4 – Controls and Procedures

 

 

40

 

 

 

 

PART II. – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1 – Legal Proceedings

 

 

41

 

 

 

 

Item 1A – Risk Factors

 

 

41

 

 

 

 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

 

 

41

 

 

 

 

Item 3 – Defaults Upon Senior Securities

 

 

41

 

 

 

 

Item 4 – Submission of Matters to a Vote of Security Holders

 

 

41

 

 

 

 

Item 5 – Other Information

 

 

42

 

 

 

 

Item 6 – Exhibits

 

 

42

 

 

 

 

Signature

 

 

43

 

 

 


Forward-Looking Statements

 

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements are identified by forward-looking terms such as “anticipate,” “believe,” “estimate,” “expect,” “indicate,” “may be,” “objective,” “plan,” “predict,” “will be,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include general economic and industry conditions in the markets in which we operate, risks associated with conducting business in foreign countries, and the risks discussed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended October 31, 2008, and in other filings that we, from time to time, make with the SEC. Any or all of these factors could cause our actual results and financial or legal status for future periods to differ materially from those expressed or referred to in any forward-looking statement. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

 

 

 

 

 

 

 

 

 

 

 


PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

 

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(In thousands except per share amounts)

 

 

 

 

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

 

 

May 1,

 

May 2,

 

May 1,

 

May 2,

 

 

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

923,500

$

843,133

$

1,678,396

$

1,483,462

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

628,207

 

620,907

 

1,141,998

 

1,049,337

 

 

Product development, selling and

 

 

 

 

 

 

 

 

 

 

 

administrative expenses

 

107,885

 

107,953

 

214,715

 

209,489

 

 

Other (income) expense

 

(657)

 

18

 

(1,622)

 

(790)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

188,065

 

114,255

 

323,305

 

225,426

 

Interest income

 

1,615

 

3,080

 

3,141

 

5,644

 

Interest expense

 

(8,149)

 

(8,635)

 

(16,790)

 

(15,449)

 

Reorganization items

 

(265)

 

(292)

 

(400)

 

(2,176)

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

181,266

 

108,408

 

309,256

 

213,445

 

Provision for income taxes

 

(60,725)

 

(36,300)

 

(102,975)

 

(71,426)

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

120,541

 

72,108

 

206,281

 

142,019

 

Income from discontinued operations, net of taxes

 

-

 

-

 

-

 

1,141

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

120,541

$

72,108

$

206,281

$

143,160

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.18

$

0.67

$

2.01

$

1.32

 

 

Income from discontinued operations

 

-

 

-

 

-

 

.01

 

 

Net income

$

1.18

$

0.67

$

2.01

$

1.33

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.17

$

0.66

$

2.00

$

1.30

 

 

Income from discontinued operations

 

-

 

-

 

-

 

.01

 

 

Net income

$

1.17

$

0.66

$

2.00

$

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

$

0.175

$

0.15

$

0.35

$

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

102,394

 

108,255

 

102,424

 

108,041

 

 

Diluted

 

102,877

 

109,268

 

102,913

 

109,121

 

 

 

 

4

 


JOY GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET

May 1, 2009

(Unaudited)

 

 

 

 

 

 

 

May 1,

 

October 31,

 

 

 

 

2009

 

2008

 

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

181,210

$

201,575

 

Accounts receivable, net

 

623,669

 

632,194

 

Inventories

 

965,337

 

805,244

 

Other current assets

 

126,557

 

99,116

 

 

Total current assets

 

1,896,773

 

1,738,129

 

 

 

 

 

 

 

Property, plant and equipment, net

 

312,508

 

289,001

Other intangible assets, net

 

190,880

 

195,033

Goodwill

 

125,008

 

124,994

Deferred income taxes

 

240,073

 

255,313

Other non-current assets

 

45,047

 

41,843

 

 

Total assets

$

2,810,289

$

2,644,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term notes payable, including current portion

 

 

 

 

 

of long-term obligations

$

27,285

$

26,460

 

Trade accounts payable

 

240,751

 

291,779

 

Employee compensation and benefits

 

79,931

 

110,007

 

Advance payments and progress billings

 

510,400

 

491,675

 

Accrued warranties

 

49,052

 

46,621

 

Other accrued liabilities

 

159,564

 

173,809

 

 

Total current liabilities

 

1,066,983

 

1,140,351

 

 

 

 

 

 

 

 

Long-term obligations

 

602,686

 

540,967

 

Accrued pension costs

 

285,151

 

286,057

 

Other liabilities

 

140,721

 

144,464

 

 

 

 

 

 

 

 

 

Total liabilities

 

2,095,541

 

2,111,839

 

 

 

 

 

 

 

Shareholders’ equity

 

714,748

 

532,474

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

$

2,810,289

$

2,644,313

 

 

 

 

 

 

5

 

 

 


JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

May 1,

 

May 2,

 

 

 

 

 

2009

 

2008

Cash flows from operating activities:

 

 

 

 

Net income

 

$

206,281

$

143,160

Add (deduct) – items not affecting cash

 

 

 

 

 

Gain on sale of discontinued operation

 

-

 

(1,141)

 

Depreciation and amortization

 

27,985

 

35,899

 

Increase (decrease) in deferred income taxes

 

3,650

 

(4,612)

 

Excess income tax benefit from exercise of stock options

 

-

 

(8,989)

 

Change in long-term accrued pension costs

 

(6,171)

 

(2,073)

 

Other, net

 

4,560

 

7,499

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

(Increase) decrease in accounts receivable, net

 

28,910

 

(30,998)

 

Increase in inventories

 

(138,181)

 

(95,660)

 

Increase in other current assets

 

(8,899)

 

(1,952)

 

Increase (decrease) in trade accounts payable

 

(55,574)

 

14,807

 

Increase (decrease) in employee compensation and benefits

 

(31,305)

 

7,229

 

Increase in advance payments and progress billings

 

6,933

 

140,699

 

Decrease in other accrued liabilities

 

(11,337)

 

(11,332)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

26,852

 

192,536

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of business, net of cash acquired

 

(11,184)

 

(255,239)

 

Property, plant and equipment acquired

 

(48,659)

 

(38,479)

 

Proceeds from the sale of business

 

-

 

9,868

 

Other, net

 

1,174

 

(1,305)

 

 

 

 

 

 

 

 

Net cash used by investing activities

 

(58,669)

 

(285,155)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Exercise of stock options

 

121

 

12,914

 

Excess income tax benefit from exercise of stock options

 

-

 

8,989

 

Dividends paid

 

(35,785)

 

(32,312)

 

Purchases of treasury stock

 

(13,706)

 

(17,089)

 

Financing fees

 

-

 

(1,495)

 

Borrowings on long-term obligations, net

 

60,917

 

186,938

 

Decrease in short-term notes payable

 

(1,273)

 

(2,909)

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

10,274

 

155,036

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

1,178

 

(2,331)

 

 

 

 

 

 

 

 

(Decrease) Increase in Cash and Cash Equivalents

 

(20,365)

 

60,086

Cash and Cash Equivalents at Beginning of Period

 

201,575

 

173,248

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at End of Period

$

181,210

$

233,334

 

 

6

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

1.

Description of Business

 

Joy Global Inc. is a leading manufacturer and servicer of high-productivity mining equipment for the extraction of coal and other minerals and ores. Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands and other minerals. We operate in three business segments: Underground Mining Machinery (Joy Mining Machinery or “Joy”); Surface Mining Equipment (P&H Mining Equipment or “P&H”); and Crushing & Conveying (“CCC”). Joy is a major manufacturer of underground mining equipment for the extraction of coal and other bedded minerals and offers comprehensive service locations near major mining regions worldwide. P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining. CCC is a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications and both surface and underground crushing equipment.

 

2.

Basis of Presentation

 

The Condensed Consolidated Financial Statements presented in this quarterly report on Form 10-Q are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made. All adjustments made are of a normal recurring nature. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates.

 

These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

 

3.

Significant Accounting Policy – Revenue Recognition

 

We recognize revenue on aftermarket products and services when the following criteria are satisfied: persuasive evidence of an arrangement exists, product delivery and title transfer has occurred or the services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. We recognize revenue on long-term contracts, such as for the manufacture of mining shovels, drills, draglines, roof support systems and conveyor systems, using either the percentage-of-completion or inventory sales method. We generally recognize revenue using the percentage-of-completion method for original equipment that requires a minimum of six months to produce. When using the percentage-of-completion method, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at completion. Sales and gross profit are adjusted prospectively for revisions in estimated total contract costs and contract values. Estimated losses are recognized in full when identified.

 

We have life cycle management contracts with customers to supply parts and service for terms of 1 to 13 years. These contracts are established based on the conditions the equipment will be operating in, the time horizon that the program will cover, and the expected operating cycle that will be required for the equipment. Based on this information, a model is created representing the projected costs and revenues of servicing the respective machines over the specified contract terms. Accounting for these contracts requires us to make various estimates, including estimates of the relevant machine’s long-term maintenance requirements. Under these contracts, customers are generally billed monthly based on hours of operation or units of production

 

7

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)

 

 

achieved by the equipment, with the respective deferred revenues recorded when billed. Revenue is recognized in the period in which parts are supplied or services provided. These contracts are reviewed quarterly by comparison of actual results to original estimates or most recent analysis, with revenue recognition adjusted appropriately for future estimated costs. If a loss is expected at any time, the full amount of the loss is recognized immediately.

In limited circumstances, we have customer agreements that are multiple element arrangements as defined by the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) No. 00-21, Revenue Arrangements with Multiple Deliverables. The agreements are assessed for multiple elements based on the following criteria: the delivered item has value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of the undelivered item and the arrangement includes a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. Revenue is then allocated to each identified unit of accounting based on our estimate of their relative fair values.

Revenue recognition involves judgments, including assessments of expected returns, the likelihood of nonpayment, and estimates of expected costs and profits on long-term contracts. We analyze various factors, including a review of specific transactions, historical experience, credit-worthiness of customers, and current market and economic conditions, in determining when to recognize revenue. Changes in judgments on these factors could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income.

 

4.

Derivatives

 

On January 31, 2009 we adopted Statement on Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 changed disclosure requirements for derivative instruments and hedging activities including how and why an entity uses derivative instruments, how derivative instruments are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), and how derivative instruments and related hedged items affect an entity’s financial statements.

 

We enter into derivative contracts, primarily foreign currency forward contracts, to hedge the risks of certain identified and anticipated transactions in currencies other than the functional currency of the respective operating unit. The types of risks hedged are those arising from the variability of future earnings and cash flows caused by fluctuations in foreign currency exchange rates. We have designated substantially all of these contracts as cash flow hedges in accordance with SFAS No. 133. These contracts are for forecasted transactions, and committed receivables and payables denominated in foreign currencies and not for speculative purposes.

 

The following table provides fair value information of our derivative contracts in the condensed consolidated balance sheet as of May 1, 2009:

 

In thousands

 

Assets

 

Liabilities

 

 

 

 

 

Foreign currency forward contracts

$

10,245

$

(40,901)

 

 

8


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

The following table provides the contractual amounts of our foreign currency forward contracts as of May 1, 2009:

 

In thousands

 

Buy

 

Sell

 

 

 

 

 

Australian Dollar

$

2,439

$

(100)

Brazilian Real

 

1,657

 

-

British Pound Sterling

 

(25,554)

 

409

Canadian Dollar

 

(1,318)

 

(292)

Chilean Peso

 

1,025

 

(1,776)

Chinese Yuan

 

(581)

 

-

Euro

 

123

 

(576)

Hungarian Forint

 

(104)

 

(5)

Indian Rupee

 

(20)

 

-

Polish Zloty

 

(107)

 

-

Russian Ruble

 

-

 

(926)

South African Rand

 

748

 

-

U.S. Dollar

 

(2,603)

 

(3,095)

 

 

 

 

 

Total

$

(24,295)

$

(6,361)

 

We are exposed to certain foreign currency risks in the normal course of our global business operations. For derivative contracts that are designated and qualify for a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax and is reclassified into the income statement, on the same line associated with the underlying transaction and in the same period(s) in which the hedged transaction affects earnings. The maturity of these contracts generally does not exceed 12 months. The majority of the amounts recorded in accumulated other comprehensive loss for existing cash flow hedges is expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by December 2010. Ineffectiveness related to these derivative contracts was recorded in the Condensed Consolidated Statement of Income as a gain of $0.7 million for the quarter ended May 1, 2009.

 

We are exposed to credit-related losses in the event of non-performance by counterparties to our forward exchange contracts. We currently have a concentration of these contracts held with Bank of America, N.A., which maintains an investment grade rating. We do not expect any counterparties, including Bank of America, N.A., to fail to meet their obligations. A contract is generally subject to credit risk only when it has a positive fair value and the maximum exposure is the amount of the positive fair value.

 

Forward exchange contracts are entered into to protect the value of forecasted transactions and committed future foreign currency receipts and disbursements and consequently any market-related loss on the forward contract would be offset by changes in the value of the hedged item. As a result, we are generally not exposed to net market risk associated with these instruments.

 

 

 

 

 

9

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statement of Income for the quarter ended May 1, 2009:

 

In thousands

 

Effective Portion

 

Ineffective Portion

 

 

 

 

Location of

 

Amount of

 

Location of

 

Amount of

 

 

Amount of

 

Gain/(Loss)

 

Gain/(Loss)

 

Gain/(Loss)

 

Gain/(Loss)

Derivative

 

Gain/(Loss)

 

Reclassified

 

Reclassified

 

Reclassified

 

Reclassified

Hedging

 

Recognized

 

from AOCI

 

from AOCI

 

from AOCI

 

from AOCI

Relationship

 

in OCI

 

into Earnings

 

into Earnings

 

into Earnings

 

into Earnings

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

forward contracts

$

2,734

 

Cost of Sales

$

(6,155)

 

Cost of Sales

$

None

 

 

5.

Borrowings and Credit Facilities

 

Direct borrowings and capital lease obligations consisted of the following:

 

 

May 1,

 

October 31,

In thousands

 

2009

 

2008

 

 

 

 

 

6.0% Senior Notes due 2016

$

247,217

$

247,073

6.625% Senior Notes due 2036

 

148,384

 

148,374

Term loan

 

153,125

 

161,875

Revolving loans

 

70,000

 

-

Short-term notes payable

 

7,492

 

8,097

Capital leases and other

 

3,753

 

2,008

 

 

629,971

 

567,427

Less: Amounts due within one year

 

(27,285)

 

(26,460)

 

 

 

 

 

Long-term obligations

$

602,686

$

540,967

 

We have a $400.0 million unsecured revolving credit facility (“Credit Agreement”) which expires November 10, 2011. Outstanding borrowings bear interest equal to the LIBOR Rate (defined as LIBOR plus 0.5% to 1.25%) or the Base Rate (defined as the higher of the Prime Rate or the Federal Funds Effective Rate plus 0.5%) at our option. We pay a commitment fee ranging from 0.125% to 0.25% on the unused portion of the revolving credit facility based on our credit rating. The Credit Agreement requires the maintenance of certain financial covenants, including covenants related to leverage and interest coverage. The Credit Agreement also restricts payments of dividends or other return of capital based on the consolidated leverage ratio. At May 1, 2009, we were in compliance with all financial covenants in the Credit Agreement and had no restrictions on the payment of dividends or return of capital.

At May 1, 2009, there were $70.0 million outstanding direct borrowings under the Credit Agreement at a weighted average interest rate of 1.078%. Outstanding letters of credit issued under the Credit Agreement, which count toward the $400.0 million credit limit, totaled $142.4 million. At May 1, 2009, there was $187.6 million available for borrowings under the Credit Agreement.

 

10

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Our acquisition that resulted in the creation of CCC was funded in part through a new $175.0 million term loan supplement to the Credit Agreement (“Second Amendment”). The Second Amendment calls for quarterly principal payments of 2.5% of the initial term loan through October 31, 2011, at which time the remaining outstanding principal equal to 62.5% of the initial term loan is due. As of May 1, 2009, $153.1 million is outstanding on the term loan. Outstanding borrowings bear interest equal to the LIBOR Rate which has a weighted average interest rate of 1.067%. As part of the Second Amendment, we have the option to request an increase to the term loan outstanding in an amount not to exceed $75.0 million. No changes were made to existing financial covenants.

In November 2006, we issued $250.0 million aggregate principal amount of 6.0% Senior Notes due 2016 and $150.0 million aggregate principal amount of 6.625% Senior Notes due 2036 (collectively, the “Notes”) with interest on the Notes being paid in arrears semi-annually on May 15 and November 15. The Notes are guaranteed by each of our current and future significant domestic subsidiaries. The Notes were issued in a private placement under an exemption from registration provided by the Securities Act of 1933, as amended (“Securities Act”). In the second quarter of fiscal 2007, the Notes were exchanged for similar notes registered under the Securities Act. At our option, we may redeem some or all of the Notes at a redemption price of the greater of 100% of the principal amount of the Notes to be redeemed or the sum of the present values of the principal amounts and the remaining scheduled interest payments using a discount rate equal to the sum of a treasury rate of a comparable treasury issue plus 0.3% for the 2016 Notes and 0.375% for the 2036 Notes.

 

6.

Shareholders’ Equity

 

On February 19, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend was paid on March 19, 2009 to all shareholders of record at the close of business on March 5, 2009.

 

Under our share repurchase program, management is authorized to repurchase up to $2.0 billion in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011. During the quarter ended May 1, 2009, we did not purchase any common stock. During the six months ended May 1, 2009, we have repurchased approximately $13.7 million of common stock representing 608,720 shares. Under our currently authorized share repurchase program we have repurchased approximately $1.1 billion of common stock, representing 23,873,159 shares. Given the current economic environment, we have set a priority for cash accumulation ahead of other discretionary uses of cash, including share repurchases, until either target cash reserves are established or until there is greater clarity in the market outlook.

 

 

 

 

 

 

 

11

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Comprehensive income consisted of the following:

 

 

 

 

 

Quarter Ended

 

 

Six Months Ended

 

 

 

 

May 1,

 

May 2,

 

 

May 1,

 

May 2,

In thousands

 

 

2009

 

2008

 

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

120,541

$

72,108

 

$

206,281

$

143,160

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Pension & postretirement adjustments

 

 

47

 

2,953

 

 

94

 

5,906

 

Translation adjustments

 

 

28,622

 

3,446

 

 

10,093

 

(16,706)

 

Derivative fair value adjustments

 

 

8,880

 

(191)

 

 

441

 

(3,076)

Total other comprehensive income

 

 

37,549

 

6,208

 

 

10,628

 

(13,876)

Total comprehensive income

 

$

158,090

$

78,316

 

$

216,909

$

129,284

 

 

7.

Share-Based Compensation

 

We recognized total share-based compensation expense for the six months ended May 1, 2009 and May 2, 2008 of approximately $9.0 million and $6.6 million, respectively. We recognized total share-based compensation expense for the quarters ended May 1, 2009 and May 2, 2008 of approximately $4.2 million and $2.9 million, respectively.

 

On February 24, 2009, we granted 4,074 restricted stock units to each of our seven non-employee directors. The number of restricted stock units granted annually to each non-employee director is equal to $75,000 divided by the then current market price of our Common Stock. During the quarter ended May 1, 2009, 22,662 deferred stock units were issued.

 

Stock Options

 

A summary of stock option activity under all plans is as follows:

 

 

 

 

 

 

 

Aggregate

 

 

 

 

Weighted-Average

 

Intrinsic

 

 

Number of

 

Exercise Price

 

Value

In thousands, except per share amounts

 

Options

 

per Share

 

(In Millions)

 

 

 

 

 

 

 

Outstanding at October 31, 2008

 

1,957,342

$

38.21

$

9.1

 

 

 

 

 

 

 

Options granted

 

2,078,000

 

21.74

 

 

Options exercised

 

(8,000)

 

15.21

 

 

Options forfeited and cancelled

 

(168,677)

 

34.33

 

 

 

 

 

 

 

 

 

Outstanding at May 1, 2009

 

3,858,665

$

29.55

$

19.0

Exercisable at May 1, 2009

 

1,281,712

$

30.57

$

8.1

 

 

 

12

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

8.

Basic and Diluted Net Income Per Share

 

Basic net income per share is computed based on the weighted-average number of shares outstanding during each period. Diluted net income per share is computed based on the weighted-average number of ordinary shares during each period, plus dilutive potential shares considered outstanding during the period in accordance with SFAS No. 128, Earnings per Share.

 

The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

 

May 1,

 

May 2,

 

May 1,

 

May 2,

In thousands except per share data

 

2009

 

2008

 

2009

 

2008

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

120,541

$

72,108

$

206,281

$

142,019

 

 

Discontinued operations

 

-

 

-

 

-

 

1,141

 

 

Net income

$

120,541

$

72,108

$

206,281

$

143,160

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

Denominator for basic net income per share -

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

102,394

 

108,255

 

102,424

 

108,041

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

Stock options, restricted stock units and

 

 

 

 

 

 

 

 

 

 

performance shares

 

483

 

1,013

 

489

 

1,080

 

 

Denominator for diluted net income per share -

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average shares and

 

 

 

 

 

 

 

 

 

 

assumed conversions

 

102,877

 

109,268

 

102,913

 

109,121

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.18

$

0.67

$

2.01

$

1.32

 

 

Discontinued operations

 

-

 

-

 

-

 

0.01

 

 

Net Income

$

1.18

$

0.67

$

2.01

$

1.33

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.17

$

0.66

$

2.00

$

1.30

 

 

Discontinued operations

 

-

 

-

 

-

 

0.01

 

 

Net Income

$

1.17

$

0.66

$

2.00

$

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

9.

Goodwill and Intangible Assets

 

Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually. Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

 

 

 

 

 

 

 

May 1, 2009

 

October 31, 2008

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

Gross

 

 

 

Gross

 

 

 

 

 

 

Amortization

 

Carrying

 

Accumulated

 

Carrying

 

 

Accumulated

In thousands

 

Period

 

Amount

 

Amortization

 

Amount

 

 

Amortization

Finite lived other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Engineering drawings

 

6 years

$

2,900

$

(1,331)

$

2,900

 

$

(1,088)

 

Customer relationships

 

20 years

 

105,200

 

(9,931)

 

105,200

 

 

(7,127)

 

Backlog

 

1 year

 

15,089

 

(15,089)

 

15,089

 

 

(15,007)

 

Non-compete agreements

 

5 years

 

5,800

 

(2,878)

 

5,800

 

 

(2,435)

 

Patents

 

17 years

 

21,118

 

(6,352)

 

21,118

 

 

(5,853)

 

Unpatented technology

 

32 years

 

1,236

 

(282)

 

1,236

 

 

(200)

 

Subtotal

 

 

 

151,343

 

(35,863)

 

151,343

 

 

(31,710)

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite lived other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

 

75,400

 

-

 

75,400

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other intangible assets

 

 

$

226,743

$

(35,863)

$

226,743

 

$

(31,710)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in the carrying amount of goodwill are as follows:

 

 

 

 

In thousands

 

Underground Mining Machinery

 

Surface Mining Equipment

 

 

Crushing & Conveying

 

 

Consolidated

 

 

 

 

 

 

 

 

 

Balance as of October 31, 2008

$

7,018

$

7,323

$

110,653

$

124,994

 

 

 

 

 

 

 

 

 

Goodwill acquired during the quarter

 

3,860

 

-

 

-

 

3,860

Translation adjustments and other

 

(4,202)

 

(257)

 

4,007

 

(452)

 

 

 

 

 

 

 

 

 

Balance as of January 30, 2009

$

6,676

$

7,066

$

114,660

$

128,402

 

 

 

 

 

 

 

 

 

Translation adjustments and other

 

-

 

829

 

(4,223)

 

(3,394)

 

 

 

 

 

 

 

 

 

Balance as of May 1, 2009

$

6,676

$

7,895

$

110,437

$

125,008

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Amortization expense was $2.1 million and $5.5 million for the quarter ended May 1, 2009 and May 2, 2008, respectively and $4.2 million and $6.5 million for the six months ended May 1, 2009 and May 2, 2008, respectively. Estimated annual amortization expense is as follows:

 

In thousands

 

 

For the fiscal year ending:

 

 

2009

$

8,236

 

2010

 

7,945

 

2011

 

7,887

 

2012

 

7,091

 

2013

 

6,411

 

10.

Contingent Liabilities

 

We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including asbestos-related and silicosis liability), employment, and commercial matters. Also, as a normal part of their operations, our subsidiaries undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, we believe that the outcome of such legal and other matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

 

From time to time we and our subsidiaries become involved in proceedings relating to environmental matters. We believe that the resolution of such environmental matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

 

At May 1, 2009, we were contingently liable to banks, financial institutions, and others for approximately $179.7 million for outstanding letters of credit, bank guarantees, and surety bonds securing performance of sales contracts and other guarantees in the ordinary course of business. Included in the amount were $20.6 million of outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries.

 

We have entered into various forward foreign exchange contracts with major domestic and international financial institutions for the purpose of hedging our risk of loss associated with changes in foreign exchange rates. These contracts involve off-balance-sheet market and credit risk. As of May 1, 2009, the notional or face value of forward foreign exchange contracts to which we are a party, in U.S. dollar equivalent terms, was $544.0 million. See further discussion of our forward foreign exchange contracts in Note 4 – Derivatives.

 

11.

Fair Value Measurements

 

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides a definition of fair value, establishes a framework for measuring fair value within GAAP, and expands disclosures about fair value measurements. SFAS 157 became effective for us November 1, 2008. We have not adopted SFAS No. 157 for non-financial assets and liabilities as permitted by FASB Staff Position No. FAS 157-2, which provided a deferral of such provisions until fiscal 2010.

 

15

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Financial assets and liabilities measured at fair value as of May 1, 2009 consisted of forward foreign exchange contracts. The fair value of the forward foreign exchange contracts, together with the inputs used to develop the fair value measurements, are as follows:

 

 

 

 

May 1,

 

 

Fair Value Measurements

In thousands

 

 

2009

 

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

10,245

 

$

-

$

10,245

$

-

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

(40,901)

 

$

-

$

(40,901)

$

-

 

12.

Acquisitions

 

On February 14, 2008 we completed the acquisition of N.E.S. Investment Co. including its subsidiary, Continental Global Group, Inc. (collectively “Continental”) a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications. The results of operations for Continental have been included in the accompanying consolidated financial statements from that date forward. The Continental acquisition further strengthens our ability to provide a more complete mining solution to our customers.

 

We purchased all of the outstanding shares of Continental for an aggregate amount of $252.1 million, which is net of approximately $5.9 million of indebtedness assumed by us at closing and $12.0 million of cash acquired. We also incurred $2.4 million of direct acquisition costs related to the acquisition.

 

Following is condensed balance sheet data showing the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

 

In thousands

 

 

Current assets

$

112,648

Property, plant & equipment

 

33,716

Intangible assets

 

147,689

Goodwill

 

111,800

Other assets

 

554

Current liabilities

 

(73,184)

Deferred income taxes

 

(73,656)

Other long-term obligations

 

(5,112)

Net assets acquired

$

254,455

 

Of the $147.7 million of intangible assets, $53.9 million has been assigned to trademarks, which are not being amortized. The remaining $93.8 million of intangible assets has been assigned to the following categories and is being amortized over a weighted-average useful life of 18 years:

 

In thousands

 

 

Customer relationships

$

74,200

Patents

 

10,490

Backlog

 

9,099

 

$

93,789

 

 

16

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

 

On December 17, 2008, our wholly owned subsidiary, China Mining Machinery Group SRL, acquired 100% of the outstanding shares of Wuxi Shengda Machinery Co., Ltd., a Chinese manufacturer of longwall shearing machines, for approximately $11.1 million of cash and $9.2 million of liabilities assumed, excluding closing costs. The acquisition includes a holdback of $1.2 million to be paid one year after closing after considering net asset adjustments.

 

13.

Inventories

 

Consolidated inventories consisted of the following:

 

 

 

May 1,

 

October 31,

In thousands

 

2009

 

2008

Finished goods

$

631,883

$

552,692

Work in process and purchased parts

 

211,029

 

134,905

Raw materials

 

122,425

 

117,647

 

$

965,337

$

805,244

 

 

14.

Warranties

 

We provide a warranty reserve for the estimated costs that may be incurred under product warranties to remedy deficiencies of quality or performance in our products. These product warranties extend over either a specified period of time, units of production, or machine hours depending upon the contract covering the product subject to the warranty. We accrue a provision for estimated future warranty costs based upon the historical relationship of warranty costs to sales. We periodically review the adequacy of the accrual for product warranties and adjust the warranty percentage and accrued warranty reserve for actual experience as appropriate.

 

The following table reconciles the changes in the Company's product warranty reserve:

 

 

 

 

Quarter Ended

 

Six Months Ended

 

 

 

May 1,

 

May 2,

 

May 1,

 

May 2,

In thousands

 

2009

 

2008

 

2009

 

2008

Balance, beginning of period

$

45,194

$

48,783

$

46,621

$

49,382

 

Acquisitions (preliminary)

 

-

 

2,762

 

-

 

2,762

 

Accrual for warranty expensed during

 

 

 

 

 

 

 

 

 

the period

 

9,054

 

7,787

 

14,628

 

14,295

 

Settlements made during the period

 

(6,781)

 

(9,446)

 

(12,111)

 

(15,482)

 

Change in liability for pre-existing warranties

 

 

 

 

 

 

 

 

 

during the period, including expirations

 

255

 

55

 

300

 

182

 

Effect of foreign currency translation

 

1,330

 

(120)

 

(386)

 

(1,318)

Balance, end of period

$

49,052

$

49,821

$

49,052

$

49,821

 

 

 

17

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

15.

Retiree Benefits

 

The components of net periodic benefit costs recognized are as follows:

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Quarter Ended

 

Quarter Ended

 

 

 

May 1,

 

May 2,

 

May 1,

 

May 2,

In thousands

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

Service cost

$

3,900

$

5,283

$

218

$

160

Interest cost

 

21,439

 

21,606

 

712

 

811

Expected return on assets

 

(22,447)

 

(23,841)

 

(46)

 

(51)

Amortization of:

 

 

 

 

 

 

 

 

 

Prior service cost

 

286

 

149

 

(41)

 

(41)

 

Actuarial loss

 

37

 

2,720

 

(235)

 

141

Net periodic benefit cost

$

3,215

$

5,917

$

608

$

1,020

 

 

 

 

Pension Benefits

 

Postretirement Benefits

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

May 1,

 

May 2,

 

May 1,

 

May 2,

In thousands

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

Service cost

$

7,800

$

10,565

$

436

$

319

Interest cost

 

42,878

 

43,212

 

1,424

 

1,622

Expected return on assets

 

(44,894)

 

(47,682)

 

(92)

 

(102)

Amortization of:

 

 

 

 

 

 

 

 

 

Prior service cost

 

572

 

298

 

(82)

 

(82)

 

Actuarial loss

 

74

 

5,441

 

(470)

 

282

Net periodic benefit cost

$

6,430

$

11,834

$

1,216

$

2,039

 

For fiscal 2009, we expect to contribute approximately $30.0 million to our defined benefit employee pension plans globally.

 

16.

Segment Information

 

As of May 1, 2009, we had three reportable segments: Underground Mining Machinery, Surface Mining Equipment, and Crushing & Conveying. Eliminations include the elimination of intersegment feeder breaker equipment sales and the related operating income and certain intercompany sales of original equipment and aftermarket products and services between Underground Mining Machinery and Surface Mining Equipment. Operating income (loss) of the segments does not include interest income (expense) or provision for income taxes.

 

 

18

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

 

 

 

 

 

 

Underground

 

Surface

 

 

 

 

 

 

 

 

 

 

 

Mining

 

Mining

 

Crushing &

 

 

 

 

 

 

 

 

 

Machinery

 

Equipment

 

Conveying

 

Corporate

 

Eliminations

 

Total

2nd Quarter 2009

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party

$

478,167

$

360,830

$

84,503

$

-

$

-

$

923,500

 

Intersegment

 

2,293

 

176

 

27,660

 

-

 

(30,129)

 

-

 

Total

$

480,460

$

361,006

$

112,163

$

-

$

(30,129)

$

923,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

111,949

$

79,987

$

14,345

$

(8,778)

$

(9,438)

$

188,065

 

Interest income

 

-

 

-

 

-

 

1,615

 

-

 

1,615

 

Interest expense

 

-

 

-

 

-

 

(8,149)

 

-

 

(8,149)

 

Reorganization items

 

-

 

-

 

-

 

(265)

 

-

 

(265)

 

Income before income taxes

$

111,949

$

79,987

$

14,345

$

(15,577)

$

(9,438)

$

181,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2nd Quarter 2008

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party

$

405,504

$

364,668

$

72,961

$

-

$

-

$

843,133

 

Intersegment

 

3,879

 

169

 

22,270

 

-

 

(26,318)

 

-

 

Total

$

409,383

$

364,837

$

95,231

$

-

$

(26,318)

$

843,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

82,762

$

42,773

$

1,955

$

(8,916)

$

(4,319)

$

114,255

 

Interest income

 

-

 

-

 

-

 

3,080

 

-

 

3,080

 

Interest expense

 

-

 

-

 

-

 

(8,635)

 

-

 

(8,635)

 

Reorganization items

 

-

 

-

 

-

 

(292)

 

-

 

(292)

 

Income before income taxes

$

82,762

$

42,773

$

1,955

$

(14,763)

$

(4,319)

$

108,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Fiscal 2009

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party

$

874,558

$

638,271

$

165,567

$

-

$

-

$

1,678,396

 

Intersegment

 

5,006

 

268

 

45,034

 

-

 

(50,308)

 

-

 

Total

$

879,564

$

638,539

$

210,601

$

-

$

(50,308)

$

1,678,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

198,951

$

136,124

$

21,358

$

(18,144)

$

(14,984)

$

323,305

 

Interest income

 

-

 

-

 

-

 

3,141

 

-

 

3,141

 

Interest expense

 

-

 

-

 

-

 

(16,790)

 

-

 

(16,790)

 

Reorganization items

 

-

 

-

 

-

 

(400)

 

-

 

(400)

 

Income before income taxes

$

198,951

$

136,124

$

21,358

$

(32,193)

$

(14,984)

$

309,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Fiscal 2008

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party

$

756,414

$

654,087

$

72,961

$

-

$

-

 

1,483,462

 

Intersegment

 

5,805

 

442

 

39,138

 

-

 

(45,385)

 

-

 

Total

$

762,219

$

654,529

$

112,099

$

-

$

(45,385)

$

1,483,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

145,517

$

98,845

$

3,934

$

(16,572)

$

(6,298)

$

225,426

 

Interest income

 

-

 

-

 

-

 

5,644

 

-

 

5,644

 

Interest expense

 

-

 

-

 

-

 

(15,449)

 

-

 

(15,449)

 

Reorganization items

 

-

 

-

 

-

 

(2,176)

 

-

 

(2,176)

 

Income before income taxes

$

145,517

$

98,845

$

3,934

$

(28,553)

$

(6,298)

$

213,445

 

 

19

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

 

17.

Discontinued Operations

 

In November 2005, we concluded the sale of the stock of The Horsburgh & Scott Co. (“H&S”), a wholly owned subsidiary, to members of the management team for cash and a note receivable of approximately $12.0 million. The gain on the sale of $1.8 million (pre-tax) was deferred until realizability was reasonably assured. During the quarter ended February 1, 2008, we collected the entire amount receivable and realized the deferred gain, net of taxes, as income from discontinued operations on the Condensed Consolidated Statement of Income.

 

18.

Income Taxes

 

We reviewed uncertain tax positions reserved under Interpretation 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, during the quarter ended May 1, 2009 and reversed a previously disclosed contingent tax liability of $4.2 million due to the settlement and payment of the liability. As of May 1, 2009 and January 30, 2009, net unrecognized tax benefits of approximately $19.5 million and $23.5 million, respectively, were recorded.

 

19.

Subsequent Event

 

On May 21, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend will be paid on June 19, 2009 to all shareholders of record at the close of business on June 5, 2009.

 

20.

Recent Accounting Pronouncements

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51 (“SFAS 160”). The objective of SFAS 160 is to improve the transparency and comparability of financial information that is provided as it relates to a parent and noncontrolling interests. SFAS 160 requires clear identification of ownership interests in subsidiaries held by other parties and the amount of consolidated net income attributable to the parent and other parties. The standard also requires changes in parent ownership interest to be accounted for consistently, while the parent retains its controlling interest in the subsidiary. SFAS 160 becomes effective for us beginning in fiscal 2010. We are currently evaluating the adoption of SFAS 160 to determine the effect on our financial statements and related disclosures.

 

In December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations (“SFAS 141(R)”). SFAS 141(R) requires the measurement at fair value of assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree as of the acquisition date. SFAS 141(R) also requires that acquisition related costs and costs to restructure the acquiree be expensed as incurred. SFAS 141(R) becomes effective for us beginning in fiscal 2010.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial

 

20

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

instruments and certain other items at fair value. SFAS 159 was effective for us beginning in fiscal 2009. The adoption of SFAS 159 did not have a significant effect on our financial statements and related disclosures.

 

21.

Subsidiary Guarantors

 

The following tables present condensed consolidated financial information as of and for the quarter and six months ended May 1, 2009 and May 2, 2008 for: (a) the parent company; (b) on a combined basis, the guarantors of the Credit Agreement and Notes issued in November 2006, which include the significant domestic operations of Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., and Continental Crushing & Conveying Inc. (“Subsidiary Guarantors”); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries (“Non-Guarantor Subsidiaries”). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are unconditionally, jointly, and severally liable under the guarantees, and we believe such separate statements or disclosures would not be useful to investors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Income

Quarter Ended May 1, 2009

(In thousands)

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

-

$

629,969

$

588,455

$

(294,924)

$

923,500

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

-

 

435,121

 

427,867

 

(234,781)

 

628,207

 

 

 

 

 

 

 

 

 

 

 

 

Product development, selling

 

 

 

 

 

 

 

 

 

 

 

and administrative expenses

 

8,872

 

60,910

 

38,103

 

-

 

107,885

Other income

 

-

 

11,186

 

(11,843)

 

-

 

(657)

Operating income (loss)

 

(8,872)

 

122,752

 

134,328

 

(60,143)

 

188,065

 

 

 

 

 

 

 

 

 

 

 

 

Intercompany items

 

9,692

 

(12,453)

 

(26,551)

 

29,312

 

-

Interest income (expense) - net

 

(7,811)

 

421

 

856

 

-

 

(6,534)

Reorganization items

 

(265)

 

-

 

-

 

-

 

(265)

Income (loss) from continuing operations

 

 

 

 

 

 

 

 

 

 

 

before income taxes and equity

 

(7,256)

 

110,720

 

108,633

 

(30,831)

 

181,266

 

 

 

 

 

 

 

 

 

 

 

 

(Provision) benefit for income taxes

 

5,216

 

(46,090)

 

(19,851)

 

-

 

(60,725)

Equity in income (loss) of subsidiaries

 

122,581

 

56,057

 

-

 

(178,638)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

120,541

$

120,687

$

88,782

$

(209,469)

$

120,541

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Income

Quarter Ended May 2, 2008

(In thousands)

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

-

$

500,472

$

526,558

$

(183,897)

$

843,133

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

-

 

355,236

 

413,069

 

(147,398)

 

620,907

 

 

 

 

 

 

 

 

 

 

 

 

Product development, selling

 

 

 

 

 

 

 

 

 

 

 

and administrative expenses

 

8,566

 

49,893

 

49,494

 

-

 

107,953

Other income

 

-

 

21,484

 

(21,466)

 

-

 

18

Restructuring charges

 

-

 

-

 

-

 

-

 

-

Operating income (loss)

 

(8,566)

 

73,859

 

85,461

 

(36,499)

 

114,255

 

 

 

 

 

 

 

 

 

 

 

 

Intercompany items

 

4,619

 

(15,734)

 

(9,371)

 

20,486

 

-

Interest income (expense) - net

 

(8,218)

 

209

 

2,454

 

-

 

(5,555)

Reorganization items

 

1,352

 

-

 

(1,644)

 

-

 

(292)

Income (loss) from continuing operations

 

 

 

 

 

 

 

 

 

 

 

before income taxes and equity

 

(10,813)

 

58,334

 

76,900

 

(16,013)

 

108,408

 

 

 

 

 

 

 

 

 

 

 

 

(Provision) benefit for income taxes

 

5,420

 

(37,074)

 

(4,646)

 

-

 

(36,300)

Equity in income (loss) of subsidiaries

 

77,501

 

77,002

 

-

 

(154,503)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

72,108

 

98,262

 

72,254

 

(170,516)

 

72,108

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

72,108

$

98,262

$

72,254

$

(170,516)

$

72,108

 

 

 

 

 

 

 

 

 

23

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Income

Six Months Ended May 1, 2009

(In thousands)

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

-

$

1,147,578

$

993,640

$

(462,822)

$

1,678,396

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

-

 

779,386

 

735,289

 

(372,677)

 

1,141,998

 

 

 

 

 

 

 

 

 

 

 

 

Product development, selling

 

 

 

 

 

 

 

 

 

 

 

and administrative expenses

 

18,194

 

120,997

 

75,524

 

-

 

214,715

Other income

 

-

 

20,987

 

(22,609)

 

-

 

(1,622)

Operating income (loss)

 

(18,194)

 

226,208

 

205,436

 

(90,145)

 

323,305

 

 

 

 

 

 

 

 

 

 

 

 

Intercompany items

 

19,372

 

(29,037)

 

(45,143)

 

54,808

 

-

Interest income (expense) - net

 

(15,785)

 

809

 

1,327

 

-

 

(13,649)

Reorganization items

 

(400)

 

-

 

-

 

-

 

(400)

Income (loss) from continuing operations

 

 

 

 

 

 

 

 

 

 

 

before income taxes and equity

 

(15,007)

 

197,980

 

161,620

 

(35,337)

 

309,256

 

 

 

 

 

 

 

 

 

 

 

 

(Provision) benefit for income taxes

 

10,252

 

(84,055)

 

(29,172)

 

-

 

(102,975)

Equity in income (loss) of subsidiaries

 

211,036

 

93,492

 

-

 

(304,528)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

206,281

$

207,417

$

132,448

$

(339,865)

$

206,281

 

 

 

 

 

 

 

 

 

 

 

24

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Income

Six Months Ended May 2, 2008

(In thousands)

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

-

$

900,665

$

920,406

$

(337,609)

$

1,483,462

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

-

 

629,366

 

686,315

 

(266,344)

 

1,049,337

 

 

 

 

 

 

 

 

 

 

 

 

Product development, selling

 

 

 

 

 

 

 

 

 

 

 

and administrative expenses

 

16,612

 

98,121

 

94,756

 

-

 

209,489

Other income

 

-

 

20,824

 

(21,614)

 

-

 

(790)

Restructuring charges

 

-

 

-

 

-

 

-

 

-

Operating income (loss)

 

(16,612)

 

152,354

 

160,949

 

(71,265)

 

225,426

 

 

 

 

 

 

 

 

 

 

 

 

Intercompany items

 

1,312

 

(14,475)

 

(31,905)

 

45,068

 

-

Interest income (expense) - net

 

(14,209)

 

439

 

3,965

 

-

 

(9,805)

Reorganization items

 

(124)

 

-

 

(2,052)

 

-

 

(2,176)

Income (loss) from continuing operations

 

 

 

 

 

 

 

 

 

 

 

before income taxes and equity

 

(29,633)

 

138,318

 

130,957

 

(26,197)

 

213,445

 

 

 

 

 

 

 

 

 

 

 

 

(Provision) benefit for income taxes

 

12,509

 

(65,825)

 

(18,110)

 

-

 

(71,426)

Equity in income (loss) of subsidiaries

 

160,284

 

83,078

 

-

 

(243,362)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

143,160

 

155,571

 

112,847

 

(269,559)

 

142,019

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

-

 

1,141

 

-

 

-

 

1,141

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

143,160

$

156,712

$

112,847

$

(269,559)

$

143,160

 

 

 

 

 

 

 

 

 

 

 

25

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Balance Sheet

May 1, 2009

(In thousands)

 

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

59,598

$

10,837

$

110,775

$

-

$

181,210

 

Accounts receivable-net

 

-

 

272,824

 

350,845

 

-

 

623,669

 

Inventories

 

-

 

549,255

 

600,570

 

(184,488)

 

965,337

 

Other current assets

 

41,323

 

28,553

 

56,681

 

-

 

126,557

 

 

Total current assets

 

100,921

 

861,469

 

1,118,871

 

(184,488)

 

1,896,773

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment-net

 

124

 

180,255

 

132,129

 

-

 

312,508

Intangible assets-net

 

-

 

300,459

 

15,429

 

-

 

315,888

Investment in affiliates

 

2,377,997

 

1,050,838

 

174,630

 

(3,603,465)

 

-

Intercompany accounts-net

 

(1,003,934)

 

479,324

 

527,052

 

(2,442)

 

-

Deferred income taxes

 

240,073

 

-

 

-

 

-

 

240,073

Other assets

 

2,430

 

29,552

 

13,065

 

-

 

45,047

 

 

Total assets

$

1,717,611

$

2,901,897

$

1,981,176

$

(3,790,395)

$

2,810,289

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Short-term notes payable, including current portion

 

 

 

 

 

 

 

 

 

 

 

of long-term obligations

$

17,500

$

142

$

9,643

$

-

$

27,285

 

Trade accounts payable

 

1,061

 

134,481

 

105,209

 

-

 

240,751

 

Employee compensation and benefits

 

8,903

 

46,584

 

24,444

 

-

 

79,931

 

Advance payments and progress billings

 

-

 

382,006

 

220,259

 

(91,865)

 

510,400

 

Accrued warranties

 

-

 

27,687

 

21,365

 

-

 

49,052

 

Other accrued liabilities

 

(4,200)

 

63,812

 

104,112

 

(4,160)

 

159,564

 

 

Total current liabilities

 

23,264

 

657,712

 

485,032

 

(96,025)

 

1,066,983

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations

 

601,226

 

-

 

1,460

 

-

 

602,686

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities

 

378,373

 

18,038

 

29,461

 

-

 

425,872

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity (deficit)

 

714,748

 

2,229,147

 

1,465,223

 

(3,694,370)

 

714,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity (deficit)

$

1,717,611

$

2,901,897

$

1,981,176

$

(3,790,395)

$

2,810,289

 

 

 

 

 

 

26

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Balance Sheet

October 31, 2008

(In thousands)

 

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

55,693

$

3,432

$

142,450

$

-

$

201,575

 

Accounts receivable-net

 

-

 

310,192

 

333,291

 

(11,289)

 

632,194

 

Inventories

 

-

 

475,586

 

424,957

 

(95,299)

 

805,244

 

Other current assets

 

40,885

 

10,738

 

49,346

 

(1,853)

 

99,116

 

 

Total current assets

 

96,578

 

799,948

 

950,044

 

(108,441)

 

1,738,129

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment-net

 

142

 

187,235

 

101,624

 

-

 

289,001

Intangible assets-net

 

-

 

309,157

 

10,870

 

-

 

320,027

Investment in affiliates

 

2,169,861

 

910,538

 

153,374

 

(3,233,773)

 

-

Intercompany accounts receivable-net

 

(1,032,295)

 

412,197

 

641,810

 

(21,712)

 

-

Deferred income taxes

 

255,313

 

-

 

-

 

-

 

255,313

Prepaid benefit costs

 

-

 

-

 

-

 

-

 

-

Other assets

 

2,785

 

26,756

 

12,302

 

-

 

41,843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

1,492,384

$

2,645,831

$

1,870,024

$

(3,363,926)

$

2,644,313

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Short-term notes payable, including current portion

 

 

 

 

 

 

 

 

 

 

 

of long-term debt

$

17,500

$

148

$

8,812

$

-

$

26,460

 

Trade accounts payable

 

731

 

171,917

 

119,236

 

(105)

 

291,779

 

Employee compensation and benefits

 

9,997

 

63,341

 

36,669

 

-

 

110,007

 

Advance payments and progress billings

 

-

 

292,158

 

240,412

 

(40,895)

 

491,675

 

Accrued warranties

 

-

 

27,022

 

19,599

 

-

 

46,621

 

Other accrued liabilities

 

8,293

 

78,894

 

89,839

 

(3,217)

 

173,809

 

 

Total current liabilities

 

36,521

 

633,480

 

514,567

 

(44,217)

 

1,140,351

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

539,822

 

-

 

1,145

 

-

 

540,967

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current liabilities

 

383,567

 

17,575

 

29,379

 

-

 

430,521

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity (deficit)

 

532,474

 

1,994,776

 

1,324,933

 

(3,319,709)

 

532,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity (deficit)

$

1,492,384

$

2,645,831

$

1,870,024

$

(3,363,926)

$

2,644,313

 

 

 

 

 

27

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Cash Flows

Six Months Ended May 1, 2009

(In thousands)

 

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used) provided by operating activities

$

(7,653)

$

43,878

$

(9,373)

$

-

$

26,852

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

Acquisition of business, net of cash received

 

(114)

 

(11,070)

 

-

 

-

 

(11,184)

 

Property, plant and equipment acquired

 

-

 

(26563)

 

(22,096)

 

-

 

(48,659)

 

Other - net

 

(208)

 

1,166

 

216

 

-

 

1,174

 

Net cash (used) provided by investing activities

 

(322)

 

(36,467)

 

(21,880)

 

-

 

(58,669)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

121

 

-

 

-

 

-

 

121

 

Excess income tax benefit from exercise of stock options

 

-

 

-

 

-

 

-

 

-

 

Dividends paid

 

(35,785)

 

-

 

-

 

-

 

(35,785)

 

Purchase of treasury stock

 

(13,706)

 

-

 

-

 

-

 

(13,706)

 

Financing fees

 

-

 

-

 

-

 

-

 

-

 

Borrowings (payments) on long-term obligations, net

 

61,250

 

(6)

 

(327)

 

-

 

60,917

 

Increase (decrease) in short-term notes payable, net

 

-

 

-

 

(1,273)

 

-

 

(1,273)

 

Net cash provided (used) by financing activities

 

11,880

 

(6)

 

(1,600)

 

-

 

10,274

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and

 

 

 

 

 

 

 

 

 

 

 

cash equivalents

 

-

 

-

 

1,178

 

-

 

1,178

Increase (decrease) in cash and cash equivalents

 

3,905

 

7,405

 

(31,675)

 

-

 

(20,365)

Cash and cash equivalents at beginning of period

 

55,693

 

3,432

 

142,450

 

-

 

201,575

Cash and cash equivalents at end of period

$

59,598

$

10,837

$

110,775

$

-

$

181,210

 

 

 

 

 

 

 

 

 

28

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Condensed Consolidated

Statement of Cash Flows

Six Months Ended May 2, 2008

(In thousands)

 

 

 

 

 

Parent

 

Subsidiary

 

Non-Guarantor

 

 

 

 

 

 

 

 

Company

 

Guarantors

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operations

$

73,668

$

12,475

$

106,393

$

-

$

192,536

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(266,004)

 

(1,229)

 

11,994

 

-

 

(255,239)

 

Property, plant and equipment acquired

 

-

 

(23,200)

 

(15,279)

 

-

 

(38,479)

 

Proceeds from the sale of discontinued operation

 

-

 

9,868

 

-

 

-

 

9,868

 

Other - net

 

(218)

 

(1,434)

 

347

 

-

 

(1,305)

 

Net cash used by investing activities

 

(266,222)

 

(15,995)

 

(2,938)

 

-

 

(285,155)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

12,914

 

-

 

-

 

-

 

12,914

 

Excess income tax benefit from exercise of stock options

 

8,989

 

-

 

-

 

-

 

8,989

 

Dividends paid

 

(32,312)

 

-

 

-

 

-

 

(32,312)

 

Purchase of treasury stock

 

(17,089)

 

-

 

-

 

-

 

(17,089)

 

Financing fees

 

(1,495)

 

-

 

-

 

-

 

(1,495)

 

Borrowings (payments) on long-term obligations, net

 

187,324

 

(7)

 

(379)

 

-

 

186,938

 

Increase (decrease) in short-term notes payable, net

 

-

 

-

 

(2,909)

 

-

 

(2,909)

 

Net cash provided (used) by financing activities

 

158,331

 

(7)

 

(3,288)

 

-

 

155,036

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash and

 

 

 

 

 

 

 

 

 

 

 

Cash Equivalents

 

-

 

-

 

(2,331)

 

-

 

(2,331)

Increase (Decrease) in Cash and Cash Equivalents

 

(34,223)

 

(3,527)

 

97,836

 

-

 

60,086

Cash and Cash Equivalents at Beginning of Period

 

36,614

 

11,394

 

125,240

 

-

 

173,248

Cash and Cash Equivalents at End of Period

$

2,391

$

7,867

$

223,076

$

-

$

233,334

 

 

 

29

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes to the Condensed Consolidated Financial Statements in Part I of this report. Dollar amounts are in thousands, except share and per share data and as indicated.

 

Overview  

 

Joy Global Inc. is a worldwide leader in high-productivity mining solutions, and we manufacture and market original equipment and aftermarket parts and services for both the underground and aboveground mining industries and certain industrial applications through three business segments: Underground Mining Machinery, Surface Mining Equipment, and Crushing & Conveying. Our principal manufacturing facilities are located in the United States, including facilities in Pennsylvania, Wisconsin, and Alabama, and in the United Kingdom, South Africa, Chile, Australia, and China.

 

Operating Results

 

Net sales in the second quarter of 2009 were $923.5 million, up $80.4 million or 10% from the prior year reflecting a 21% increase in original equipment and 2% increase in aftermarket parts and services. Compared to last year’s second quarter, net sales were unfavorably impacted by $66.8 million due to the stronger U.S. dollar. Operating income in the quarter increased to $188.1 million from $114.3 million in the prior-year quarter as a result of higher net sales, positive impact of cost controls and decreased amortization related to the Continental business of $9.6 million. Prior quarter operating income was also unfavorably impacted by a $21.0 million contract cancellation charge not repeated in the current year. Operating income in this year’s second quarter was also unfavorably impacted by $8.9 million of foreign currency translation compared to the prior year quarter.

 

Net sales in fiscal 2009 six months were $1.7 billion, up $194.9 million or 13% from the prior year. Net sales in the fiscal 2009 six months were unfavorably impacted by $132.8 million due to the stronger U.S. dollar. Operating income in the six months increased to $323.3 million from $225.4 million in the prior year period primarily due to higher net sales, cost controls, decreased amortization related to the Continental business of $8.0 million, and elimination of the contract cancellation charge recorded in the prior year. Operating income in this year’s six months was also unfavorably impacted by $18.9 million of foreign currency translation compared to the prior year period.

 

Bookings in the second quarter of fiscal 2009 were $635.3 million, down $596.9 million or 48% from the prior year reflecting reduced capital budgets by our customers due to lowered industry-wide demand for most mined resources. Current quarter bookings were reduced by $95.6 million of order cancellations and $12.7 million for the impact of foreign currency translation. Central Appalachian coal represented approximately half of the cancellations, while North American copper and iron ore together represented the other half of the cancellations. While original equipment orders were down significantly in the quarter, aftermarket products and services orders were also down compared to the prior year, as newer operating fleets reduced the near-term needs of aftermarket products and services.

 

Bookings in the fiscal 2009 six months were $1.2 billion, down $928.6 million or 44% from the prior year. Bookings in the fiscal 2009 six months were impacted by cancellations of $256.5 million and the unfavorable impact of foreign currency translation of $96.4 million. As a result, our total backlog decreased to $2.7 billion at May 1, 2009 from $3.2 billion at October 31, 2008.

 

 

 

30

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Market Outlook

 

The second quarter of fiscal 2009 has seen some improvement in commodity demand. The majority of the improvement came from China, where copper imports have recently been at record levels. However, China’s imports have been volatile, as they continue with their trend of destocking and restocking and it appears the current surge in imports will become China’s largest restocking cycle.

 

Although steel production year-over-year through April was down drastically worldwide, steel production was up in China. Chinese iron ore imports have recently been at record levels, and metallurgical coal shipments from Australia were up from the December quarter. Despite the strength of China steel production, its steel exports are down significantly from last year, and we believe it is unlikely that China can maintain current levels of steel production without increased exports.

 

Mining companies made quick and decisive production cuts in their Australian operations in late calendar 2008. More recently, Australia is benefiting from the higher metallurgical coal demand from China’s increased steel production and from increased thermal coal demand from India, where power plant stockpiles have declined to just seven days of supply. As a result, Australian coal exports are up and production is being increased at some mines.

 

The U.S. coal market is a contrast to the seaborne market. Domestic coal producers are suffering from reduced demand from power generation, significantly reduced demand from steel makers, and a stronger U.S. dollar that reduces the competitiveness of exports. U.S. electricity demand is down this year on top of a drop last year. Coal demand is down additionally because low natural gas prices make it attractive to dispatch plants that burn gas rather than coal. In addition, steel production is down in the U.S., and the industry is running at under half capacity utilization. Finally, the stronger U.S. dollar is expected to reduce coal exports this year.

 

In addition to these cautionary elements in the market outlook, the following factors reflect trends favorably influencing the market outlook:

 

 

§

Excess supply of natural gas at low prices is likely not sustainable. An increase in gas prices relative to coal prices should increase demand by electricity generators for coal.

 

 

§

China and India continue to invest in expansion of their respective domestic coal industries to meet their long-term energy needs and are increasingly building their futures around modern, state-of-the-art mining technology. In China, the number of companies importing high-productivity mining equipment continues to grow. In addition, some of the mid-tier Chinese producers are beginning to transition their fleet from domestic to imported equipment.

 

 

§

Despite an increased level of investment, China remains a net importer of coal and this should have a favorable impact on the seaborne markets.

 

 

§

Producer costs have declined with commodity prices, and the threshold for returns on new projects has been reduced.

 

Company Outlook

 

The Company believes that over the second half of fiscal 2009, original equipment bookings will remain well below the record pace of last year and more in line with the rates of new orders received during the first two quarters of this year. Future original equipment orders over the near term will most likely come from the emerging markets, international coal, South American copper, and the oil sands. Aftermarket bookings are expected to slow over the second half of fiscal 2009, and could decline as much as 20%, before improving to levels necessary to support both current and expected production levels in the commodity markets.

 

31

 

 

 


JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

 

 

Results of Operations

 

Quarter Ended May 1, 2009 to Quarter Ended May 2, 2008.

 

Net Sales

 

The following table sets forth the combined net sales included in our Condensed Consolidated Statement of Income:

 

 

 

 

Quarter Ended

 

 

 

 

 

 

 

May 1,

 

May 2,

 

$

 

%

In thousands

 

2009

 

2008

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

Underground Mining Machinery

$

480,460

$

409,383

$

71,077

 

17%

 

Surface Mining Equipment

 

361,006

 

364,837

 

(3,831)

 

(1%)

 

Crushing & Conveying

 

112,163

 

95,231

 

16,932

 

18%

 

Eliminations

 

(30,129)

 

(26,318)

 

 

 

 

 

Total

$

923,500

$

843,133

$

80,367

 

10%

 

 

The increase in net sales for Underground Mining Machinery in the second quarter compared to the prior year second quarter was the result of a $58.5 million increase in original equipment sales and a $12.6 million increase in the sale of aftermarket products and services. Current quarter net sales for original equipment and aftermarket products were reduced by $28.9 million and $22.6 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar. Original equipment sales for room and pillar and longwall system applications increased by $50.0 million in the United States, while original equipment sales primarily related to room and pillar applications increased by $17.4 million in South Africa. These increases were partially offset by a decline in equipment sales for longwall system applications in Eurasia. After the adverse impact of foreign currency translation, aftermarket sales were down across all regions with the exception of the United States and China, which both experienced a 20% increase in aftermarket revenues.

 

The decrease in net sales for Surface Mining Equipment in the second quarter was the result of a $4.8 million decrease in original equipment sales and a $1.0 million increase in aftermarket products and services. These changes included the adverse impact of $0.5 million and $12.0 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar. The decrease in original equipment was primarily due to the timing of revenue recognition and reduced drill sales, while aftermarket products and services were essentially flat compared to the prior year period.

 

The increase in net sales for Crushing & Conveying in the second quarter was the result of the Continental acquisition made in the second quarter of fiscal 2008, which included only two and one-half months of our ownership.

 

The eliminations primarily represent Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

 

 

32

 

 

 


 

Operating Income

 

The following table sets forth the operating income (loss) included in our Condensed Consolidated Statement of Income:

 

 

 

 

Quarter Ended

 

 

 

May 1, 2009

 

May 2, 2008

 

 

 

Operating

 

%

 

Operating

 

%

In thousands

 

Income (loss)

 

of Net Sales

 

Income (loss)

 

of Net Sales

 

 

 

 

 

 

 

 

 

 

 

Underground Mining Machinery

$

111,949

 

23%

$

82,762

 

20%

 

Surface Mining Equipment

 

79,987

 

22%

 

42,773

 

12%

 

Crushing & Conveying

 

14,345

 

13%

 

1,955

 

2%

 

Corporate Expense

 

(8,778)

 

-

 

(8,916)

 

-

 

Eliminations

 

(9,438)

 

-

 

(4,319)

 

-

 

Total

$

188,065

 

20%

$

114,255

 

14%

 

 

Operating income for Underground Mining Machinery was $111.9 million in the second quarter of 2009 compared to operating income of $82.8 million in the second quarter of 2008. Operating income was favorably impacted by higher sales volumes and the control of spending, which was partially offset by $11.4 million unfavorable foreign currency translation related to the stronger U.S. dollar.

 

Operating income for Surface Mining Equipment was $80.0 million in the second quarter of 2009 compared to operating income of $42.8 million in the second quarter of 2008. Operating income was positively impacted by $2.4 million of foreign currency translation related to the stronger U.S. dollar, favorable manufacturing efficiencies, and strategic cost reduction initiatives offset slightly by lower sales volumes. The prior year second quarter also included a $21 million contract cancellation charge related to the termination of a repair and maintenance contract in Australia.

 

Operating income for Crushing & Conveying was $14.3 million in the second quarter of 2009 compared to operating income of $2.0 million in the second quarter of fiscal 2008. Operating income was favorably impacted by decreased amortization of $9.6 million related to the Continental Conveyor acquisition made on February 14, 2008.

 

The eliminations primarily represent Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

Product Development, Selling and Administrative Expense

 

Product development, selling and administrative expense totaled $107.9 million, or 12% of sales, in the second quarter of 2009, compared to $108.0 million, or 13% of sales, in the second quarter of 2008. Product development, selling and administrative expense was essentially flat in the quarter as increased selling, pension, and incentive based compensation expenses were more than offset by cost saving initiatives and favorable foreign currency translation.

 

Provision for Income Taxes

 

Income tax expense was $60.7 million in the second quarter of 2009, compared to $36.3 million in the second quarter of 2008. The income tax provisions represented effective income tax rates of 33.5% for both the

 

33

 

 

 


second quarter of 2009 and 2008. The main drivers of the variance in tax rates when compared to the statutory rate of 35% were the geographic mix of earnings with the corresponding net favorable differences in foreign statutory tax rates and the utilization of tax credits and tax holidays, offset by increased state income taxes.

 

We reviewed uncertain tax positions reserved under Interpretation 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, during the quarter ended May 1, 2009 and reversed a previously disclosed contingent tax liability of $4.2 million due to the settlement and payment of the liability. As of May 1, 2009 and January 30, 2009, net unrecognized tax benefits of approximately $19.5 million and $23.5 million, respectively, were recorded.

 

Cash taxes paid for the second quarter of 2009 were $64.0 million compared to $66.1 million in the second quarter of 2008.

 

Bookings and Backlog

 

Bookings for the quarter ended May 1, 2009 and May 2, 2008, are the following:

 

 

 

 

Quarter Ended

In thousands

 

May 1, 2009

 

May 2, 2008

 

 

 

 

 

Underground Mining Machinery

$

337,645

$

592,854

Surface Mining Equipment

 

228,460

 

556,676

Crushing & Conveying

 

94,927

 

118,175

Eliminations

 

(25,698)

 

(35,485)

Total Bookings

$

635,334

$

1,232,220

 

 

 

 

 

 

 

Bookings in the quarter were impacted by cancellations of $95.6 million and the unfavorable impact of foreign currency translation of $12.7 million. Underground orders totaled $337.6 million, a decrease of 43% over the prior year and included $38.9 million of original equipment and aftermarket products and service cancellations primarily in the United States and unfavorable foreign currency translation of $9.2 million. Underground orders decreased across all regions, with the exception of China. Surface orders at P&H totaled $228.5 million in the quarter, down 59% from the prior year and included $50.0 million of cancellations for original equipment and aftermarket products and services in the copper and iron ore mining industries. Orders at the Crushing & Conveying segment were $94.9 million in the quarter, a decrease of 20% over the prior year and included $6.7 million of cancelled orders and an unfavorable foreign currency translation of $5.4 million. The eliminations primarily represent Stamler crushing equipment, which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

Backlog decreased to $2.7 billion at May 1, 2009 from $3.2 billion as of October 31, 2008. Since the fourth quarter of fiscal 2008, we have received approximately $300.0 million of order cancellations which were concentrated in North America copper and iron ore, U.S. Appalachian coal, and Russian coal. In response to current volatile market conditions, we have reassessed the risk of cancellations in our remaining backlog and have determined the risk could be as much as $525.0 million. The remaining backlog risk, primarily associated with the Surface Mining Equipment segment is related to a specific oil sands project and the later portion of multiple machines booked with scheduled delivery extending into 2011 and 2012. In addition, the backlog risk includes several machines scheduled for delivery to underground customers beyond the 2010 second quarter.

 

 

34

 

 

 


Six Months Ended May 1, 2009 to Six Months Ended May 2, 2008

 

Net Sales

 

The following table sets forth the combined net sales included in our Condensed Consolidated Statement of Income:

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

May 1,

 

May 2,

 

$

 

%

In thousands

 

2009

 

2008

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

Underground Mining Machinery

$

879,564

$

762,219

$

117,345

 

15%

 

Surface Mining Equipment

 

638,539

 

654,529

 

(15,990)

 

(2)%

 

Crushing & Conveying

 

210,601

 

112,099

 

98,502

 

88%

 

Eliminations

 

(50,308)

 

(45,385)

 

-

 

-

 

Total

$

1,678,396

$

1,483,462

$

194,934

 

13%

 

 

The increase in net sales for Underground Mining Machinery in the fiscal 2009 six months compared with the fiscal 2008 six months was the result of a $101.6 million increase in original equipment and a $15.7 million increase in aftermarket products and service. Original equipment sales for room and pillar and longwall system applications increased by $125.7 million in the United States and by $33.5 million in Australasia, while original equipment sales primarily related to room and pillar applications increased by $25.3 million in South Africa. These increases were partially offset by a roof support system sale in the fiscal 2008 six months not duplicated in fiscal 2009 in Eurasia and decline in equipment sales for longwall system applications in China. After the adverse impact of foreign currency translation, aftermarket sales were down across all regions with the exception of the United States, which experienced a 25% increase in aftermarket revenues. Fiscal 2009 six months net sales for original equipment and aftermarket products were reduced by $55.7 million and $48.3 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar.

 

The decrease in net sales for Surface Mining Equipment in the fiscal 2009 six months compared with the fiscal 2008 six months was due to a $9.7 million decrease in original equipment and a $6.3 million decrease in aftermarket products and service. Original equipment sales decreased primarily due to timing of revenue recognition, partially offset by increased alliance sales. Aftermarket sales were up across all regions with the exception of the copper markets in the United States, which were down 60% over the prior year. Fiscal 2009 six months net sales for original equipment and aftermarket products were reduced by $1.4 million and $24.5 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar.

 

The increase in net sales for Crushing & Conveying in the fiscal 2009 six months compared with the fiscal 2008 six months was primarily due to the Continental Conveyor acquisition made on February 14, 2008, which included only two and one half months of our ownership.

 

The eliminations primarily represent the Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

 

 

35

 

 

 


Operating Income

 

The following table sets forth the operating income (loss) included in our Condensed Consolidated Statement of Income:

 

 

 

 

 

Six Months Ended

 

 

 

May 1, 2009

 

May 2, 2008

 

 

 

Operating

 

%

 

Operating

 

%

In thousands

 

Income (loss)

 

of Net Sales

 

Income (loss)

 

of Net Sales

 

 

 

 

 

 

 

 

 

 

 

Underground Mining Machinery

$

198,951

 

23%

$

145,517

 

19%

 

Surface Mining Equipment

 

136,124

 

21%

 

98,845

 

15%

 

Crushing & Conveying

 

21,358

 

10%

 

3,934

 

4%

 

Corporate Expense

 

(18,144)

 

 

 

(16,572)

 

 

 

Eliminations

 

(14,984)

 

 

 

(6,298)

 

 

 

Total

$

323,305

 

19%

$

225,426

 

15%

 

Operating income for Underground Mining Machinery was $199.0 million for the fiscal 2009 six months compared to operating income of $145.5 million for the fiscal 2008 six months. Operating income was favorably impacted by higher sales volumes and the control of spending, partially offset by $23.2 million unfavorable foreign currency translation related to the stronger U.S. dollar.

 

Operating income for Surface Mining Equipment was $136.1 million for the fiscal 2009 six months compared to operating income of $98.8 million for the fiscal 2008 six months. Operating income was negatively impacted in the prior six months as the result of a $21.0 million charge related to the termination of a repair and maintenance contract in Australia. Operating income was positively impacted in the fiscal 2009 six months by favorable manufacturing efficiencies and reduced material costs.

 

The increase in operating income for Crushing & Conveying in the fiscal 2009 six months compared with the fiscal 2008 six months was primarily due to increased sales and decreased amortization of $8.0 million related to the Continental Conveyor acquisition made on February 14, 2008.

 

The eliminations primarily represent Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

Product Development, Selling and Administrative Expense

 

Product development, selling and administrative expense totaled $214.7 million, or 13% of sales, for the fiscal 2009 six months, compared to $209.5 million, or 14% of sales, for the fiscal 2008 six months. Increased product development, selling and administrative expense was related to the costs associated with the Continental business of $10.1 million, partially offset by the impact of foreign currency translation and spending controls.

 

Provision for Income Taxes

 

Income tax expense was $103.0 million for the fiscal 2009 six months compared to $71.4 million for the fiscal 2008 six months. These income tax provisions represented effective income tax rates for the fiscal 2009 six months and fiscal 2008 six months of 33.3% and 33.5%, respectively. The main drivers of the variance in tax rates when compared to the statutory rate of 35% were the geographic mix of earnings with the corresponding net favorable differences in foreign statutory tax rates and the utilization of tax credits and tax holidays offset by increased state income taxes.

 

36

 

 

 


Cash taxes paid were $93.6 million through the fiscal 2009 six months compared to $87.7 million through the fiscal 2008 six months.

 

Bookings and Backlog

 

Bookings for the six months ended May 1, 2009 and May 2, 2008, are the following:

 

 

 

Six Months Ended

In thousands

 

May 1, 2009

 

May 2, 2008

 

 

 

 

 

Underground Mining Machinery

$

665,434

$

1,110,753

Surface Mining Equipment

 

373,291

 

910,931

Crushing & Conveying

 

177,125

 

137,422

Eliminations

 

(42,242)

 

(56,931)

Total Bookings

$

1,173,608

$

2,102,175

 

 

 

 

 

 

Bookings in the fiscal 2009 six months were impacted by cancellations of $256.5 million and the unfavorable impact of foreign currency translation of $96.4 million. Underground orders totaled $665.4 million, a decrease of 40% over the prior year and included $97.7 million of original equipment and aftermarket products and service cancellations primarily in the United States and unfavorable foreign currency translation of $69.9 million. Underground orders decreased across all regions, with the exception of China. Surface orders at P&H totaled $373.3 million, down 59% from the prior year and included $144.8 million of cancellations for original equipment and aftermarket products and services in the copper and iron ore mining industries, and unfavorable foreign currency translation of $17.8 million. Orders at the Crushing & Conveying segment were $177.1 million and included $14.0 million of cancelled orders and unfavorable foreign currency translation of $8.6 million. The Crushing & Conveying segment only includes two and one-half months of activity related to the legacy Continental business, which was acquired on February 14, 2008. The eliminations primarily represent Stamler crushing equipment, which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

 

Liquidity and Capital Resources

 

The following table summarizes the major components of our working capital as of May 1, 2009 and October 31, 2008, respectively:

 

 

 

May 1,

 

October 31,

In millions

 

2009

 

2008

Cash and cash equivalents

$

181.2

$

201.6

Accounts receivable

 

623.7

 

632.2

Inventories

 

965.3

 

805.2

Other current assets

 

126.6

 

99.2

Short-term debt

 

(27.3)

 

(26.5)

Accounts payable

 

(240.8)

 

(291.8)

Employee compensation and benefits

 

(79.9)

 

(110.0)

Advance payments and progress billings

 

(510.4)

 

(491.7)

Accrued warranties

 

(49.1)

 

(46.6)

Other current liabilities

 

(159.6)

 

(173.8)

 

 

 

 

 

Working Capital

$

829.7

$

597.8

 

 

We currently use working capital as a percentage of net sales and cash flow as two financial measurements to evaluate the performance of our operations and our ability to meet our financial obligations. Working capital

 

37

 

 

 


investment increased from October 31, 2008, primarily due to higher levels of inventories as we continue to manufacture against orders currently in our backlog. We expect investment in inventories to decrease as backlog is delivered.

 

Our capital spending for the fiscal 2009 six months was $48.7 million, and we anticipate capital spending for the full year of approximately $85.0 million, excluding acquisitions.

 

During the fiscal 2009 six months, our cash provided by operating activities was $26.9 million compared to cash provided by operating activities of $192.5 million during the fiscal 2008 six months. Cash provided by operating activities was significantly impacted by increased inventory levels of $138.2 million to support the subsequent period shipments and lower advance payments, reflecting lower original equipment orders in the fiscal 2009 six months.

 

During the fiscal 2009 six months, our cash used by investing activities was $58.7 million compared to cash used by investing activities of $285.2 million during the fiscal 2008 six months. In the first quarter of fiscal 2009, we acquired the stock of Wuxi Shengda Machinery Co. Ltd., a manufacturer of longwall shearing machines in China, for approximately $11.1 million of cash and $9.2 million of assumed liabilities, excluding closing costs. In the fiscal 2008 six months, we completed the acquisition of N.E.S. Investment Co. (“N.E.S. Co.”) and thereby its subsidiary, Continental Global Group, Inc., a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications for $252.1 million.

 

During the fiscal 2009 six months, our cash provided by financing activities was $10.3 million compared to cash provided by financing activities of $155.0 million in the fiscal 2008 six months. In the fiscal 2008 six months, we financed the N.E.S. Co. acquisition partially through a $175.0 million term loan supplement to our $400.0 million unsecured revolving credit facility (“Credit Agreement”).

 

On February 19, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend was paid on March 19, 2009 to all shareholders of record at the close of business on March 5, 2009.

 

Under our share repurchase program, management is authorized to repurchase up to $2.0 billion in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011. We have not repurchased any shares during the quarter ended May 1, 2009 and have repurchased $13.7 million of common stock representing 608,720 shares during the fiscal 2009 six months. Under our currently authorized share repurchase program we have repurchased approximately $1.1 billion of common stock, representing 23,873,159 shares. Given the current economic environment, a priority has been set for cash accumulation ahead of other discretionary uses of cash, including share repurchases, until either target levels of cash reserves are established or until there is greater clarity in the market outlook.

 

In response to the multiple order cancellations over the past three quarters and the corresponding decreased revenue outlook for fiscal 2010, we will to continue to adjust our cost structure in the second half of fiscal 2009, accordingly. We expect to incur approximately $10.0 million of charges during the second half of fiscal 2009, which will be associated primarily with severance benefits.

 

Retiree Benefits

 

For the fiscal 2009 six months we have recognized $6.4 million of defined benefit pension expense compared to $11.8 million for comparable prior year period. The decrease in pension expense was primarily the result of a favorable change in discount rate. During fiscal 2009, we expect to contribute $30.0 million to our defined benefit employee pension plans globally. Market volatility will dictate the amount and timing of additional contributions to the pension plan. We expect to make $60-$120 million in contributions to our defined benefit pension plans in fiscal 2010. The amount of these contributions will be largely dependent on plan asset valuation, discount rate assumptions and enactment of governmental regulations.

 

38

 

 

 


 

Continental Acquisition

 

On February 14, 2008, we completed the acquisition of N.E.S. Co. and thereby its subsidiary, Continental Global Group, Inc., a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications. The Continental acquisition further strengthens our ability to provide a more complete mining solution. We purchased all of the outstanding shares of N.E.S. Co. for an aggregate amount of $252.1 million, which is net of approximately $5.9 million of indebtedness assumed at closing and $12.0 million of cash acquired. We also incurred $2.4 million of direct acquisition costs related to the acquisition. The purchase price was funded in part through available cash and credit resources and a $175.0 million term loan.

 

As part of the Continental acquisition, our reportable segments were reevaluated and a new segment was created, Crushing & Conveying. Included in the Crushing & Conveying segment is the entire acquired Continental business, along with the Stamler crushing equipment business, which was acquired in the fourth quarter of fiscal 2006. The Stamler crushing equipment is currently being sold through the Underground Mining Machinery or Surface Mining Equipment segments to third parties, but is being supplied to each segment through the Crushing & Conveying segment.

 

Financial Condition

 

As of May 1, 2009, we had $181.2 million in cash and cash equivalents and $187.6 million available for borrowings under the Credit Agreement. Our primary cash requirements include working capital, capital expenditures, dividends, and defined benefit pension contributions. We will also continue to evaluate strategic acquisitions, including “bolt-on” businesses which would be mining-related product line additions or service extensions. Based upon our current level of operations, we believe that cash flows from operations, together with available borrowings under the Credit Agreement, will be adequate to meet our anticipated future cash requirements.

 

Recent Accounting Pronouncements

 

Our new accounting pronouncements are set forth under Part I, Item 1 of this Form 10-Q and are incorporated by reference.

 

Off-Balance Sheet Arrangements

 

We lease various assets under operating leases. No significant changes to lease commitments have occurred since our fiscal year ended October 31, 2008. We have no other off-balance sheet arrangements, other than noted in Note 10 to the Condensed Consolidated Financial Statements.

 

Critical Accounting Estimates, Assumptions and Policies

 

Our discussion and analysis of financial condition and results of operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. We evaluate, on an ongoing basis, our estimates and judgments, including those related to bad debts, excess inventory, warranty, intangible assets, income taxes, and contingencies. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

 

We believe our accounting policies for revenue recognition, inventories, intangible assets, accrued warranties, pension and post-retirement benefits and costs, and income taxes are the ones that most frequently require us to make estimates and judgments, and therefore are critical to the understanding of our results of operations. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of

 

39

 

 

 


Operations of our Annual Report on Form 10-K for the year ended October 31, 2008 for a discussion of these policies. There were no material changes to these policies during the second quarter of fiscal 2009.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

As more fully described in our Annual Report on Form 10-K for the year ended October 31, 2008, we are exposed to various types of market risks, primarily foreign currency risks. We monitor our risks in this area on a continuous basis and generally enter into forward foreign currency contracts to minimize these exposures. We do not engage in speculation in our derivative strategies. Gains and losses from foreign currency contract activities are offset by changes in the underlying costs of the transactions being hedged. There have been no material changes to our primary market risk exposures or how such risks are managed since our fiscal year ended October 31, 2008.

 

Item 4.  Controls and Procedures

 

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective (1) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

There have not been any changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during our fiscal quarter ended May 1, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

40

 

 

 


PART II. OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

No change.

 

Item 1A.  Risk Factors

 

No change.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

Item 3.  Defaults upon Senior Securities

 

Not applicable.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

At the annual meeting of Joy Global Inc. shareholders held February 24, 2009 there were two proposals voted on by shareholders.

 

Proposal # 1

 

Each of our directors standing for election was re-elected to a term ending at the annual meeting in 2010. The votes cast are listed below:

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

Against

 

Withheld

 

Abstained

 

Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Steven L. Gerard

 

89,646,428

 

-

 

2,030,114

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

John Nils Hanson

 

90,404,656

 

-

 

1,271,886

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Ken C. Johnsen

 

90,941,918

 

-

 

734,624

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Gale E. Klappa

 

90,473,072

 

-

 

1,203,470

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Richard B. Loynd

 

91,034,529

 

-

 

642,013

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

P. Eric Siegert

 

90,532,550

 

-

 

1,143,992

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Michael W. Sutherlin

 

91,162,096

 

-

 

514,446

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

James H. Tate

 

91,173,179

 

-

 

503,363

 

-

 

-

 

 

 

 

 

41

 

 

 


Proposal #2

 

Shareholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2009. The proposal was passed and the votes cast are listed below:

 

 

 

 

 

 

 

Broker

For

 

Against

 

Abstained

 

Non-Votes

 

 

 

 

 

 

 

89,562,665

 

2,056,580

 

57,263

 

38

 

Item 5.  Other Information

 

Not applicable.

 

Item 6.  Exhibits

 

 

10.1

Form of Restricted Stock Unit Award Agreement, dated February 24, 2009, between the registrant and each of its non-employee directors in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan.

10.2

Termination and Release Agreement between Joy Global Inc. and Mark E. Readinger, dated March 5, 2009 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed March 10, 2009).

31.1

Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certifications

31.2

Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certifications

32

Section 1350 Certifications

                

42

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

JOY GLOBAL INC.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

 

/s/ Michael S. Olsen

 

 

 

 

Date: June 4, 2009

 

 

Michael S. Olsen

 

 

 

Executive Vice President, Chief Financial Officer

 

 

 

Chief Accounting Officer and Treasurer

 

 

 

(Principal Financial Officer)

 

 

 

43